09:23 KC-YZ CM@EC0602<03876> - Announcement (1) The Stock Exchange of Hong Kong Limited (the `Stock Exchange') takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. KBC Financial Products International Ltd. Derivative Warrants Matters arising from the bonus issue of Yanzhou Coal Mining Company Limited (`Yanzhou') Announcement This announcement sets out details of adjustments to derivative warrants on Yanzhou issued by KBC Financial Products International Ltd. following the bonus issue of Yanzhou. These adjustments are effective on and from 26th May 2005. The purpose of these adjustments is to ensure that as far as possible the value of the warrants remains unchanged immediately before and immediately after the bonus issue. Introduction On 26th April 2005, Yanzhou announced proposals for a bonus issue of shares in the proportion of six new bonus shares (`Bonus Issue') for every ten existing shares of RMB1.00 each of Yanzhou (`Share') held by a shareholder. Consequently, it is necessary to make certain adjustments to all unexpired single stock derivative warrants on Yanzhou issued by KBC Financial Products International Ltd. (the `Issuer') in accordance with the terms and conditions of such warrants. These adjustments will take effect from 26th May 2005 and the purpose of these adjustments is to ensure that as far as possible the value of the warrants remains unchanged immediately before and immediately after the Bonus Issue. Warrants Affected Warrants with entitlement ratio of 1 share in respect of every ten warrants Each of the existing single stock warrants (as set out in the table below) has an entitlement ratio of one Yanzhou share in respect of every ten warrants. If the Bonus Issue is approved by Yanzhou's shareholders, with effect from and including 26th May 2005 the entitlement ratio will change from one Yanzhou share to 1.6 Yanzhou shares in respect of every ten warrants. Details of the warrants affected (the `Warrants') are set out in the table below. Stock Short Name Stock Code Board Lot KC-YZ CM@EC0602 03876 20,000 warrants The Adjustments The current terms and conditions of the Warrants provide that the Cash Settlement Amount for every ten warrants on expiry is calculated in accordance with the following formula: Entitlement x (Closing Price - Exercise Price) - Exercise Expenses where (i) the Entitlement is one Share; (ii) the Closing Price is the arithmetic mean of the closing prices of one Yanzhou share (as derived from the Daily Quotation Sheet of the Stock Exchange, subject to any adjustments (as determined by the Issuer in accordance with the Conditions) to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) for each of the five Business Days immediately preceding the expiry date; (iii) the Exercise Price is the current exercise price for such warrant; and (iv) the Exercise Expenses (as defined in the terms and conditions of the Warrants). With effect from and including 26th May 2005, the Cash Settlement Amount for every ten warrants on expiry will be calculated in accordance with the following formula: New Entitlement x (Closing Price - New Exercise Price) - Exercise Expenses where (i) the New Entitlement is 1.6 Shares; (ii) the Closing Price is the arithmetic mean of the closing prices of one Yanzhou share (derived as described above and subject to adjustment as described above) for each of the five Business Days immediately preceding the expiry date; (iii) the New Exercise Price is the current exercise price for such warrant divided by 1.6; and (iv) the Exercise Expenses (as defined in the terms and conditions of the Warrants). For the avoidance of doubt, exercise expenses will be deducted before any payment is made by the Issuer to the relevant warrantholder in accordance with the terms and conditions of the relevant warrants. Therefore, after the above adjustments, the New